**Exhibit 10.11**

**CHANGE OFCONTROL AGREEMENT**

This Change ofControl Agreement is entered into as September 8, 2006, by and betweenInternational Aluminum Corporation, a California corporation (the “**Company**”), and William G. Gainer(the “**Executive**”), withreference to the following:

**RECITALS**

A.                                   TheCompany believes that it is in the best interests of the Company to foster thecontinuous employment of key management personnel such as the Executive.

B.                                     TheCompany and the Executive desire to enter into this Agreement in order toinduce the Executive to continue his employment with the Company during anyperiod in which the Company may be engaged in negotiations regarding a Changeof Control (as defined below) and during the one-year****period following a Change of Control.

NOW, THEREFORE, inconsideration of the foregoing and other good and valuable consideration, thereceipt and sufficiency of which hereby are acknowledged, the Company and theExecutive hereby agree as follows:

**ARTICLE 1DEFINITIONS**

For purposes of thisAgreement, each of the following terms defined in this Article 1 shall have itsdefined meaning wherever used in this Agreement.

**1.1****                               Agreement**. “Agreement”means this Change of Control Agreement, as it may be amended from time to timeas provided herein.

**1.2****                               Beneficial Owner and Beneficial Ownership**.  “Beneficial Owner” and “Beneficial Ownership”have the meanings given to such terms in Rule 13d-3 under the Exchange Act.

**1.3****                               Cause**.  “Cause”means (i) the Executive’s conviction of a felony that is injurious to thebusiness of the Company, (ii) the Executive’s willful and continued failure toperform his Employment duties, (iii) the Executive’s willful misconduct that isinjurious to the business of the Company, or (iv) the Executive’s willfulviolation of any material provision of any employment policy of the Company;provided, however, that the Executive’s inability to perform his or her dutiesbecause of a Disability shall not constitute a basis for the Company’stermination of the Executive’s Employment for Cause.  Notwithstanding the foregoing, the Executive’sEmployment shall not be subject to termination for Cause without (w) theCompany’s delivery to the Executive of a notice of intention to terminate, suchnotice to describe the reasons for the proposed Employment termination and tobe delivered to the Executive at least ten days prior to the actual terminationdate, (x) an opportunity for the Executive within the period prior to theproposed Employment termination to cure any such breach (if curable) giving 

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rise to the proposed termination, and (y) anopportunity for the Executive, if he chooses, to be heard before the Board ofDirectors of the Company.

**1.4****                               Change of Control**.  “Change of Control” means any transaction orseries of related transactions as a result of which:

(a)                                  Any Person or group of Persons (as the term “group”is defined in Section 13(d) of the Exchange Act and the rules and regulationsthereunder) acquires Beneficial Ownership of securities of the Company, or ofany entity resulting from a merger to which the Company is a party and is notthe surviving party, representing more than fifty percent of the combinedvoting power of the then-outstanding securities of the Company or such otherentity, as applicable; provided, however, that for purposes of this Section1.4(a), the following acquisitions of securities shall not constitute a Changeof Control:  (1) any acquisition byVanderstar; (2) any acquisition by a trust established by Vanderstar ifVanderstar is a trustee of the trust; (3) any acquisition by a corporation,partnership or limited liability company if Vanderstar has Beneficial Ownershipof more than fifty percent of the combined voting power of such corporation,partnership or limited liability company; (4) any acquisition by the Company orby an employee benefit plan or related trust sponsored or maintained by theCompany; or (5) any acquisition directly from the Company or Vanderstar, orboth, pursuant to an underwritten public offering of securities that isregistered under the Securities Act; or

(b)                                 The Company consummates a merger,reorganization or consolidation to which it is a party (regardless as towhether it is the surviving entity), or the Company sells all or substantiallyall of its assets (each such transaction being referred to in this Section1.4(b) as a “**Transaction**”),unless Persons who were Beneficial Owners of the outstanding voting securitiesof the Company immediately prior to the consummation of the TransactionBeneficially Own immediately after the consummation of the Transaction at leastfifty percent of the combined voting power of the then-outstanding securitiesof the Person surviving or resulting from the Transaction.

**1.5****                               COBRA**.  “COBRA”means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

**1.6****                               Code**.  “Code”means the Internal Revenue Code of 1986, as amended.

**1.7****                               Disability**.  “Disability” means a physical or mentaldisability of the Executive, as certified in a written statement from alicensed physician selected or approved by the Executive Committee, thatresults in the Executive being unable to perform his duties as an employee ofthe Company on a full-time basis (after reasonable accommodation by theCompany) for (i) 120 consecutive days or (ii) 180 days (regardless ofwhether such days are consecutive) during any period of 365 consecutive days.

**1.8****                               Employment**.  “Employment” means the Executive’s employmentin any capacity with the Company.

**1.9****                               Exchange Act**.  “Exchange Act” means the Securities ExchangeAct of 1934, as amended.

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**1.10****                        Good Reason**.  “Good Reason” means the occurrence after aChange of Control of any of the following actions by the Company, unless theExecutive, in his discretion, consents thereto in writing or the action by theCompany is reversed or abandoned within 30 days after the Company receivesfrom the Executive written notice of the Executive’s objection to the action:(i) a reduction in the Executive’s annual base salary as in effect on thedate immediately prior to the Change of Control or a failure to make anyscheduled base salary payment within fifteen days after its due date, unlessthe Company’s Board of Directors determines in good faith that such base salaryreduction is more than offset by the aggregate value of any new compensationplans or other Employment-related benefits that are provided to the Executiveafter the Change of Control; (ii) the Company’s requirement that theExecutive perform his or her Employment duties at an office that is more than25 miles from the Company’s office at which the Executive was principallyemployed on the date immediately prior to the Change of Control; (iii) achange or diminution in Executive’s employment duties that is materiallyinconsistent with the duties usually associated with the office of the SeniorVice President-Operations of a corporation; or (iv) a failure by theCompany to continue for the benefit of the Executive any material compensationplan in which the Executive participated on the date immediately prior to theChange of Control, unless the discontinuation of such plan was outside theCompany’s reasonable control or unless the Company discontinues such plan forall of its executive officers. Notwithstanding the foregoing, Good Reason for the Executive toterminate his or her Employment shall not exist by reason of any of the Company’sactions described in the preceding sentence if the action is preceded by awritten notice from the Company of an intention to terminate the Executive’sEmployment for Cause or because of the Executive’s Disability and is thenfollowed by a termination of Employment for Cause or Disability.

**1.11****                        JAMS**.  “JAMS”means the Judicial Arbitration Mediation Service or its successor by law or bywritten agreement with JAMS.

**1.12****                        Person**.  “Person”means any natural person, corporation, partnership, limited liability companyor other association or entity.

**1.13****                        Securities Act**.  “Securities Act” means the Securities Act of1933, as amended.

**1.14****                        Retention Bonus**.  “Retention Bonus” means the bonuscompensation that the Company has agreed to pay to the Executive pursuant toArticle 2 upon the occurrence of a Change of Control.

**1.15****                        Severance Payment**.   “Severance Payment” means the severancecompensation that the Company has agreed to pay to the Executive pursuant toArticle 3 upon the termination of the Executive’s Employment after aChange of Control.

**1.16****                        Vanderstar**.  “Vanderstar” means Cornelius C. Vanderstarand Marguerite D. Vanderstar, or either of them, individually or as trustees ofthe Vanderstar Family Trust, so long as he or she is a Beneficial Owner ofcapital stock****ofthe Company as of the date that the acquisition of securities or othertransaction in question occurs.

**1.17****                        Without Cause**.  “Without Cause” means the termination of theExecutive’s Employment by the Company other than for Cause and other than byreason of the death or Disability of the Executive.

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**1.18****                        Other Definitions**.  Any term defined in any other section of thisAgreement shall have its defined meaning wherever used in this Agreement.

**ARTICLE 2RETENTION BONUS**

**2.1****                               Right to a Retention Bonus**.  The Executive shall be entitled to receive aRetention Bonus in the amount specified in Section 2.2 if, but only if:

(a)                                  A Change of Control occurs; and

(b)                                 The Executive is an employee of the Companyas of the date the Change of Control occurred.

**2.2****                               Amount of the Retention Bonus**.  If the Executive becomes entitled to aRetention Bonus under this Agreement, the amount of the Retention Bonus shallequal the product of six times the Executive’s monthly base salary that was ineffect on the date on which the Change of Control occurred; provided, however,that any base salary that is excluded from gross income for federal income taxpurposes pursuant to Section 125 or 401(k) of the Code and any base salary thatis deferred by the Executive pursuant to an employer-sponsored deferredcompensation plan shall be included in the calculation of the Executive’s basesalary for purposes of this Section 2.2.

**2.3****                               Payment of the Retention Bonus**.  The Retention Bonus to which the Executive isentitled pursuant to Section 2.2 shall be paid in a lump sum within tendays following the date on which the Change of Control occurred.

**2.4****                               Withholding of Taxes**.  The Company may withhold from the RetentionBonus all federal, state, local, FICA, Medicaid and similar taxes required byapplicable law to be withheld by the Company.

**ARTICLE 3SEVERANCE PAYMENT**

**3.1****                               Right to a Severance Payment**.  In addition to the Retention Bonus to whichthe Executive is entitled under Section 2.1, the Executive shall beentitled to receive a Severance Payment in the amount specified in Section 3.3if, but only if:

(a)                                  A Change of Control occurs;

(b)                                 The Executive is an employee of the Companyas of the date of the Change of Control; and

(c)                                  (i) The Executive’s Employment isterminated Without Cause within one year****afterthe Change of Control or (ii) the Executive terminates his Employment forGood Reason within one year****afterthe Change of Control and within 60 days after the occurrence of the factor event that permitted the Executive to terminate his Employment for GoodReason.

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**3.2****                               Notice of Termination**.  Any purported termination of the Executive’sEmployment after the occurrence of a Change of Control for Cause or Good Reasonor because of the Executive’s Disability shall be communicated to the otherparty by written notice of termination. The notice (i) shall be given at least 15 days prior to theEmployment termination date, (ii) shall specify the Employment termination date(which shall not be more than thirty days after the delivery of the notice),and (iii) shall set forth in reasonable detail the facts claimed to provide abasis for the Employment termination for the specified reason.

**3.3****                               Amount of the Severance Payment**.

(a)                                  If the Executive becomes entitled to aSeverance Payment under this Agreement, the amount of the Severance Paymentshall equal the product of 12 times the Executive’s monthly base salary thatwas in effect on the date of the termination of the Executive’s Employment or,if greater, that was in effect on the date that immediately preceded the dateon which the Change of Control occurred; provided, however, that any basesalary that is excluded from gross income for federal income tax purposespursuant to Section 125 or 401(k) of the Code and any base salary that isdeferred by the Executive pursuant to an employer-sponsored deferredcompensation plan shall be included in the calculation of the Executive’s basesalary for purposes of this Section 3.3(a).

(b)                                 The amount of the Severance Paymentcalculated under Section 3.3(a) above shall be reduced by the amount of any andall cash severance-type payments which the Executive receives pursuant to anyother severance plan, agreement, policy or program of the Company or any of theCompany’s subsidiaries.  However, if theamount of the cash severance-type payments received under such other severanceplan, agreement, policy or program is greater than the Severance Payment thatis payable under this Agreement, the Executive shall be entitled to the amountpayable under such other plan, agreement, policy or program in lieu of theSeverance Payment under this Agreement. The payment to the Executive of the Retention Bonus or any amount undera stock option plan, stock incentive plan, shareholders’ agreement or similaragreement in consideration for the Executive’s equity ownership interest in theCompany or any direct or indirect parent company shall not be construed as a “severance-typepayment.”

**3.4****                               Payment of the Severance Payment; ReleaseAgreement**.

(a)                                  Subject to the following paragraphs of thisSection 3.4, the Severance Payment to which the Executive is entitled pursuantto Section 3.3 shall be paid in a lump sum concurrently with the termination ofEmployment of the Executive as described in Section 3.1(c).

(b)                                 As a condition to the receipt of theSeverance Payment, the Executive must execute and deliver to the Company ageneral release provided by the Company, to be in form and substance reasonablysatisfactory to the Company, that releases the Company and its respectiveowners, directors, officers, managers, employees, subsidiaries and agents fromany and all claims that the Executive may have against such released Persons,whether known or unknown, absolute or contingent, other than (i) claims underthis Agreement, (ii) claims under any other written agreement to which theExecutive is a party, (iii) claims under written employee benefit plans, and(iv) claims for accrued but unpaid salary, bonuses, vacation pay andexpense reimbursement obligations.

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**3.5****                               Excise Tax Limitation**.  Notwithstanding anything to the contrary inthis Agreement, if the Company determines in good faith that any portion of theRetention Bonus or Severance Payment to which the Executive is entitled wouldbe subject to the excise tax imposed by Section 4999 of the Code, then theRetention Bonus or Severance Payment, as the case may be, shall be reduced bythe Company to the minimum extent necessary to avoid any such excise tax.  All determinations required to be made pursuantto the preceding sentence shall be made by the Board of Directors of theCompany, which shall provide supporting calculations and documentation to theExecutive promptly following his request therefor.

**3.6****                               Withholding of Taxes**.  The Company may withhold from the SeverancePayment and any other amounts payable under this Agreement all federal, state,local, FICA, Medicaid and similar taxes required by applicable law to bewithheld by the Company.

**3.7****                               COBRA Payments**.

(a)                                  If the Executive becomes entitled to aSeverance Payment under this Agreement and if the Executive elects under COBRAto continue to receive any group health care coverage under COBRA, the Companyshall reimburse the Executive for the amount of the Executive’s COBRA premiumsfor the period ending 12 months after the Executive’s Employmenttermination.  Each such reimbursement bythe Company shall be made within 15 days after its receipt of writtenevidence of a COBRA payment made by the Executive; alternatively, the Companymay make such payments directly on behalf of the Executive.  Notwithstanding the foregoing, the Companyshall not be required to make any COBRA payment or reimbursement with respectto any period after the Executive becomes covered under any other group healthplan that provides equal or greater benefits to the Executive than the Company’sgroup health plan, and the Company shall remain entitled to terminate or amendits group health plans at any time.

(b)                                 The benefits provided to the Executive underSection 3.7(a) are in addition to, and not in lieu of, any otherpost-employment health care benefits to which the Executive may be entitledunder any group health care plan or program that the Company may elect toprovide from time to time to the Executive and its other employees.

**3.8****                               No Mitigation Duty**.  The Executive shall have no duty to mitigatethe amount of the Severance Payment, or the COBRA payments described in Section3.7(a),****by seeking otheremployment or by taking any other action, and the amount of the Severance Paymentshall not be reduced by any income that the Executive receives from subsequentemployment.

**3.9****                               No Right to Receive Base Salary, Bonuses,Benefits and Perquisites After an Employment Termination**.

(a)                                  Except as may otherwise be agreed to inwriting between the Company and the Executive or as may be required byapplicable law with respect to continued group health care coverage underCOBRA, any obligation on the part of the Company to provide base salary,bonuses, life and health insurance coverage, other employee benefits, expensereimbursements and perquisites to the Executive shall terminate on the date ofthe termination of the Executive’s Employment, regardless of the reason thatthe Executive’s Employment terminated.

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(b)                                 Notwithstanding anything to the contrary inSection 3.9(a) or in any other provision of this Agreement, upon atermination of Employment for any reason (i) the Executive shall beentitled to receive any base salary that is accrued but unpaid as of theEmployment termination date, (ii) to the extent provided by written Companypolicies or by applicable law, the Executive shall be entitled to receive anybonus or vacation pay that is accrued but unpaid as of the Employmenttermination date, (iii) the Executive shall be entitled to receive anycompensation that he previously deferred in accordance with the terms of anywritten deferred compensation plan maintained by the Company, and (iv) theExecutive shall remain entitled to be reimbursed for any business expenses thatwere properly incurred by him during the Executive’s Employment in accordancewith Company policies.

**3.10****                        No Payments or Benefits Prior to a Change ofControl**.  Prior to a Change of Control,the Executive shall not be entitled to receive any Retention Bonus, SeverancePayment or other payments or benefits under this Agreement.  Except as provided below in Section 3.15, theExecutive shall not be entitled to receive any Retention Bonus, SeverancePayment or other payments or benefits under this Agreement if his Employment isterminated for any reason prior to a Change of Control and if a Change ofControl subsequently occurs.

**3.11****                        No Death, Disability or Retirement Paymentsor Benefits Payable Under this Agreement**. Except as provided in Section 2.1 with respect to a Retention Bonusand in Section 3.9(b) with respect to accrued but unpaid salary, vacationtime, bonuses and other specified accrued items, this Agreement does notprovide the Executive with a right to receive a Severance Payment or any otherpayments or benefits if his Employment terminates before or after theoccurrence of a Change of Control by reason of Disability, death, retirement orfor any other reason except a termination described in Section 3.1(c).

**3.12****                        Benefits Under Other Company Plans**.  Except as provided above inSection 3.3(b), the Severance Payment shall not reduce any amountsotherwise payable to the Executive under, or in any way diminish any of theExecutive’s rights as an employee under, any written employee benefit,retirement or incentive plan or written employment agreement to which theExecutive is now, or subsequently becomes, a party or a participant.

**3.13****                        At Will Employment**.    Neither this Agreement nor the RetentionBonus or Severance Payment payable hereunder shall be deemed to limit, replaceor otherwise affect the “at will” nature of the Executive’s Employment, andthis Agreement shall not be construed as an employment contract.  The Executive’s Employment may be terminatedby either the Company or the Executive at any time and for any reason(including for no specified reason), and nothing contained in this Agreementshall be construed as creating any minimum period of Employment.  Except as specifically provided (i) in thisAgreement, (ii) in any written employment agreement or other written agreementthat the Executive may enter into with the Company, or (iii) in any writtenemployee manual, policy or benefit plan that the Company has provided to theExecutive, the Company shall have no obligation to make any compensation,severance or other payments to the Executive, or to provide any other benefitsto the Executive, after the date of the termination of the Executive’sEmployment for any reason.  ThisAgreement does not provide a pension for the Executive nor shall any paymenthereunder be characterized as deferred compensation.

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**3.14****                        Term of this Agreement**.  This Agreement shall commence on the date setforth above.  If a Change of Control hasnot occurred, either the Company or the Executive may terminate this Agreementand all obligations of the parties hereunder upon the delivery of at least oneyear’s****prior writtennotice to the other party; provided, however, that if a Change of Controloccurs prior to the effective date of the termination notice described in thepreceding sentence, this Agreement shall not terminate pursuant to suchtermination notice.  Furthermore, thisAgreement may be terminated after the occurrence of a Change of Control only bythe written agreement of the Company and the Executive; provided, however, thatthe Executive shall be entitled to a Severance Payment hereunder only asprovided in Section 3.1.

**3.15****                        Termination of Employment in Anticipation ofa Change of Control**. Notwithstanding anything to the contrary in this Agreement, if theExecutive’s Employment is terminated within 90 days prior to theoccurrence of a Change of Control, the Executive shall be entitled to claimthat his or her Employment was terminated (i) by the Company Without Cause orby the Executive for Good Reason and (ii) directly as a result of theanticipated Change of Control.  TheExecutive shall have the burden of proving such claim.  A Retention Bonus in the amount described inSection 2.1, a Severance Payment in the amount described in Section 3.3and the COBRA payments described in Section 3.7****shall be owed to the Executive if, but only if, (i) the Company in itsabsolute discretion agrees with the Executive’s claim or (ii) an arbitratoragrees with the Executive’s claim and awards a Retention Bonus, SeverancePayment or COBRA payments in an arbitration proceeding brought pursuant toSection 4.14 below.  All otherprovisions of this Article 3 shall be applicable to any Retention Bonus,Severance Payment and COBRA payments****towhich the Executive becomes entitled under this Section 3.15.

**3.16****                        Confidential Information**.  After the termination for any reason of theExecutive’s Employment, the Executive shall at no time, without the priorwritten consent of the Company or as may otherwise be required by a court ofcompetent jurisdiction, (i) directly or indirectly divulge to any Person otherthan the Company or a Person designated in writing by the Company anyconfidential information or trade secrets regarding the Company or any of itssubsidiaries or affiliated companies or (ii) directly or indirectly use anysuch confidential information or trade secrets for the Executive’s personalbenefit or the benefit of any Person other than the Company and itssubsidiaries and affiliates in the Executive’s performance of his employmentduties.

**ARTICLE 4GENERAL PROVISIONS**

**4.1****                               Successors and Assigns**.  This Agreement shall be binding upon, andshall benefit, the personal representative, estate, beneficiaries (by will orby the laws of descent and distribution), and other successors and assigns ofeach party to this Agreement.  However,this Agreement is personal to the Executive and may not be assigned by himother than by will or the laws of descent and distribution.  The Company shall require any successor bypurchase, merger or otherwise to all or substantially all of the business andassets of the Company to assume and agree to perform the Company’s obligationsunder this Agreement, in the same manner and to the same extent that theCompany would be required to perform such obligations if no such succession hadtaken place.

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**4.2****                               Expenses**.  Except as otherwise provided in Sections 4.14and 4.15 of this Agreement, each party to this Agreement shall bear its owncosts and expenses incurred in connection with this Agreement.

**4.3****                               Notices**.  All notices and other communications requiredor permitted by this Agreement to be given by one party to another party shallbe delivered in writing, by registered or certified United States mail (postageprepaid and return receipt requested) or by reputable overnight deliveryservice, to the Company or the Executive, as applicable, at the address thatappears on the signature page of this Agreement (or to such other address thatone party gives the other in the foregoing manner).  Any such notice or other communication thatis sent in the foregoing manner shall be deemed to have been delivered threedays after deposit in the United States mail or one day after delivery to anovernight delivery service.

**4.4****                               Entire Agreement**.  This Agreement constitutes the entireagreement of the Company and the Executive relating to the subject matter ofthis Agreement and supersedes any and all other prior agreements andunderstandings (written or oral) relating to such subject matter.

**4.5****                               Calculation of Time**.  Wherever in this Agreement a period of timeis stated in a number of days, it shall be deemed to mean calendar days.  However, when any period of time so statedwould end upon a Saturday, Sunday, or legal holiday, such period shall bedeemed to end upon the next day following that is not a Saturday, Sunday orlegal holiday.

**4.6****                               Further Assurances**.  Each party to this Agreement shall performany further acts and execute and deliver any further documents that may berequested by another party and that are reasonably necessary to carry out theprovisions of this Agreement.

**4.7****                               Provisions Subject to Applicable Law**.  All provisions of this Agreement shall beapplicable only to the extent that they do not violate any applicable law, andare intended to be limited to the extent necessary so that they will not renderthis Agreement invalid, illegal or unenforceable under any applicable law.  If any provision of this Agreement or anyapplication thereof shall be held to be invalid, illegal or unenforceable, thevalidity, legality and enforceability of other provisions of this Agreement orof any other application of such provision shall in no way be affected thereby.

**4.8****                               Waiver of Rights**.  Neither party to this Agreement shall bedeemed to have waived any right or remedy that it has under this Agreementunless this Agreement expressly provides a period of time within which suchright or remedy must be exercised and such period has expired or unless suchparty has expressly waived the same in writing. The waiver by a party of a right or remedy hereunder shall not be deemedto be a waiver of any other right or remedy or of any subsequent right orremedy of the same kind.

**4.9****                               Headings; Gender and Number**. The headingscontained in this Agreement are for reference purposes only and shall notaffect in any manner the meaning or interpretation of this Agreement.  Where appropriate to the context of thisAgreement, use of the singular shall be deemed also to refer to the plural, anduse of the plural to the singular, and pronouns of one gender shall be deemedto comprehend either or both of the other genders.  The terms “hereof,” 

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“herein,” “hereby,” and variations thereofshall, whenever used in this Agreement, refer to this Agreement as a whole andnot to any particular section hereof.

**4.10****                        Amendment and Termination**.  This Agreement may be amended only pursuantto a writing executed by the Company and the Executive.  This Agreement may be terminated only asprovided above in Section 3.14 or pursuant to a writing executed by the Companyand the Executive.

**4.11****                        Counterparts**.  This Agreement may be executed in twocounterparts, and by each party on a separate counterpart, each of which shallbe deemed an original, but both of which taken together shall constitute butone and the same instrument.  ThisAgreement may be executed by facsimile signature.

**4.12****                        Representation of the Executive;Interpretation of This Agreement**.  TheExecutive acknowledges that he has had an adequate opportunity to review thisAgreement with the Executive’s counsel, if any, prior to executing thisAgreement.  The terms of this Agreementhave been negotiated by the Company and the Executive, and the language usedherein was chosen by the parties to express their mutual intent.  This Agreement shall be construed withoutregard to any presumption or rule requiring construction against the partycausing the instrument to be drafted. The Executive further acknowledges that (i) Troy & GouldProfessional Corporation has served as counsel to the Company only (and not tothe Executive) in connection with this Agreement, and (ii) neither theCompany nor its agents or representatives has made any representations to theExecutive regarding the tax consequences to him of any payments pursuant tothis Agreement.

**4.13****                        Governing Laws**.  This Agreement shall be governed by, andconstrued and enforced in accordance with, the internal laws of the State ofCalifornia without giving effect to conflict-of-law principles.

**4.14****                        Arbitration of Disputes; Jury Trial Waiver**.

(a)                                  To the fullest extent permitted by applicablelaw, all disputes arising between the Company and the Executive concerning theinterpretation or enforcement of this Agreement shall be submitted to final andbinding confidential arbitration, before one arbitrator, in accordance with theapplicable Comprehensive Arbitration Rules and Procedures of JAMS in effect onthe date of such arbitration including, without limitation, the discoveryrights that are expressly provided by the Comprehensive Arbitration Rules andProcedures of JAMS.  All arbitrationproceedings shall be conducted in Los Angeles, California, and shall beadministered by JAMS.  Each partyconsents to such venue and jurisdiction and agrees that personal jurisdictionover such party for purposes of the arbitration proceeding or for any courtaction that is permitted by this Agreement may be effected by service ofprocess addressed and delivered as provided in Section 4.3.

(b)                                 A party shall be entitled to initiate anarbitration proceeding if a dispute cannot be resolved amicably within thirtydays after the other party or parties have been notified in writing of theexistence of the dispute.  The partiesshall attempt to agree upon the arbitrator, who shall be a retired Californiastate or federal court judge from the Los Angeles, California, office ofJAMS.  If the parties cannot agree uponan arbitrator within fifteen days after the matter is submitted forarbitration, a retired California state or federal court judge from the LosAngeles, 

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California, office of JAMS promptly shall be appointedin accordance with the applicable rules of JAMS to serve as the solearbitrator.  Each party shall have theright to be represented by counsel in the arbitration proceeding and, ifrequired by JAMS, the arbitration proceeding shall comply with the JAMS “MinimumStandards of Procedural Fairness for Employment Arbitration.”

(c)                                  The arbitrator hereby is instructed tointerpret and enforce this Agreement in strict accordance with its terms, andthe arbitrator shall not have the right or power to alter or amend any term ofthis Agreement except to the limited extent expressly provided inSection 4.7.  The arbitrator isrequired to apply applicable substantive law in making an award, and thearbitrator is required to issue a written decision that summarizes the findingsand conclusions upon which the award is based. An award of the arbitrator that is in violation of the requirements ofeither of the two immediately preceding sentences shall constitute an actionthat exceeds the arbitrator’s power under this Agreement and, as such, may bevacated by a court of competent jurisdiction. The arbitrator’s award may be enforced in any court having jurisdictionover the matter.

(d)                                 Notwithstanding the preceding provisions ofthis Section 4.14, each party is entitled to bring an action for temporary orpreliminary injunctive relief at any time in any court of competentjurisdiction in order to prevent immeasurable and irreparable injury that mightresult from a breach of this Agreement.

(e)*                                 **EACH PARTY AGREES THAT, INCONNECTION WITH AND AS PART OF THE ARBITRATION PROVISIONS OF THISSECTION 4.14, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM ARISING OUT OFOR RELATING TO THIS AGREEMENT ARE FOREVER AND ABSOLUTELY WAIVED*.

**4.15****                        Attorneys’ Fees and Other Expenses**.  To the fullest extent permitted by applicablelaw, the unsuccessful party to any arbitration proceeding or to any courtaction that is permitted by this Agreement shall pay to the prevailing partyall costs and expenses, including, without limitation, reasonable attorneys’fees, incurred in the arbitration proceeding or the court action by thesuccessful party, all of which shall be included in and as a part of the awardrendered in the proceeding or action. For purposes of this Section 4.15, attorneys’ fees shall include,without limitation, fees incurred in connection with post-judgment andpost-award actions.  Notwithstanding thepreceding provisions of this Section 4.15, if required by applicable Californialaw, the Company shall pay the fees of the arbitrator and all other fees thatare charged by JAMS in connection with the arbitration proceeding.

[*Signature page follows*]

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INWITNESS WHEREOF, the undersigned have executed and delivered this Agreement asof the date first above written.  
|   | INTERNATIONAL ALUMINUM  CORPORATION |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 | /s/ Ronald L.  Rudy |   |
|   |                                | Ronald L. Rudy |
|   |                                | President and  Chief Executive Officer |
|   |                                |
|   |                                |
|   | Address:                            |
|   |                                |
|   | 767 Monterey  Pass Road             |
|   | Monterey Park,  California 91754    |
|   |                                |
|   |                                |
|   | /s/ William G.  Gainer              |   |
|   | Executive’s Signature          |
|   |                                |
|   |                                |
|   | William G.  Gainer                  |   |
|   | Print  Executive’s Name        |
|   |                                |
|   |                                |
|   | Executive’s  Address:          |
|   |                                |
|   | 520 Ultimo  Avenue                  |
|   | Long Beach,  California 90814       |

 

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